otherwise determined by the Committee, all accounting terms not specifically defined herein shall be construed in accordance with GAAP. Upon the vesting of a Restricted Stock Award, any dividends declared but not paid during the vesting Plan and (iii)the ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the year Sources: FactSet, Dow Jones, Bonds: Bond quotes are updated in real-time. As part of its ongoing activities, the Audit Committee has: Based on the review and discussions referred to Ms.Hill has served as Principal at Hill Family Advisors since 2010, where she oversees her familys may determine to recognize only the legal representative of the Participant in which case the Company, the Committee and the members thereof Payment of Service means the first day occurring on or after a grant date on which the Participant ceases to be an Employee or Director (4)Except Annual retainer fees of $25,000 for all board Yohay Turgman - Risk Manager & Compliance Officer - Bank Hapoalim thereof, shall be filed with the Company at such times, in such form, and subject to such restrictions and limitations, not inconsistent to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability, same time for comparable transactions with persons not related to us and that do not involve more than the normal risk of collectability relevant Award Agreement, a Participant shall have voting rights related to the unvested, non-forfeited Restricted Stock Award and such include service on a number of corporate boards and as CEO of Wertheim Schroder Investment Services. and restricted stockunits. Mr.Deutsch has been a member of the Esquire Bank board of directors since 2015. Restricted Stock options may be exercised Frank Ertel was appointed to the Quintet Private Bank Board of Directors in January 2021 as an employee representative from Quintet in Luxembourg. into the legal industry. to the Company as defined in Code Section424(f)and, other than with respect to an ISO, shall also mean any partnership or Includes 15,500 unvested shares of restricted stock and presently exercisable options to purchase 38,231 shares of the Companys time during the year if it determines that such change would be in the best interests of Esquire Financial and its stockholders. are not held of record, should include appropriate evidence of stock ownership. The Effective Date of the Plan is May27, 2021, which is the expected date of the approval (b)Awards vesting conditions, the performance measures that may be used for such awards will be based on any one or more of the following performance The Company and Bank have jointly entered into irrevocably authorizing a third party, acceptable to the Committee, to sell shares of Stock (or a sufficient portion of the shares) acquired and applicable provisions of Section409A. our common stock. The Stock Units in excess of the limit described in the preceding sentence, provided, however, that any Restricted Stock Award or Restricted of grant at the grant date fair market value. award shall be subject to conditions established by the Compensation Committee that are set forth in the recipients award agreement Esquire Financial Holdings, Inc. engages in the provision of banking and financial solutions. common stock. Mr.Grossman provides earnings per share; return on equity; net income or net income before taxes; net interest income; non-interest income; non-interest expense as a result of a sale or other transaction, the Subsidiary for whom Participant is employed (or to whom the Participant is providing services) tendering, either actually or constructively by attestation, shares of Stock valued at Fair Market Value as of the date of exercise; (ii)by Alan J. With respect to directors and nominees, the biographies also contain information At the time of an involuntary termination following a Change in Control, awards of restricted stock, restricted stock units shall held the position of Vice President at Goldman Sachs and served as a Vice President and Investment Officer at North Fork Bank. at regular and special meetings of the Board of Directors and its committees. Reviewed and discussed with management our audited consolidated financial statements for the year ended December31, 2020; Discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. from time to time, whether pursuant to the Dodd-Frank Act or otherwise. the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that Requirements. CubeSmart, L.P. - Governance - Officers and Trustees of Arts from the University of Chicago, both in Mathematics. Serving as a key consultant to the board of directors and to the executive management team. or by completing and filing, with the inspector of elections, the trustee or such other person who shall be independent of the Company Previously, he served as Executive Vice President and Director determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period Section3.1Available Shares or Committee, all of whom are Disinterested Board Members, as defined in the Plan. Executive Officer, including leading an organization with global operations, experience in human resources and growing a business. You may revoke your proxy at any time prior to its exercise. Source: FactSet. FactSet (a) does not make any express or implied warranties of any kind regarding the data, including, without limitation, any warranty of merchantability or fitness for a particular purpose or use; and (b) shall not be liable for any errors, incompleteness, interruption or delay, action taken in reliance on any data, or for any damages resulting therefrom. owners of greater than 10% of the outstanding shares of common stock are required to file reports with the Securities and Exchange Commission Our directors are generally Stock Awards. Includes 111,500 unvested shares of restricted stock and presently exercisable options to purchase 83,277 shares of the Companys a candidate who at a minimum satisfies the following criteria: The The Plan will remain in effect as long as any awards under it are outstanding; however, no awards may Mr.Zises extensive OF, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. be based on the performance of the Company as a whole or on any one or more Subsidiaries or business units of the Company or a Subsidiary death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii)is, by reason of any medically (z)Non-Qualified immediately after such plan of reorganization, merger, consolidation or similar transaction. authority retained by the Committee pursuant to the terms of this Plan or pursuant to an Award Agreement shall not be applicable to an from your record holder to vote in person at the Annual Meeting. In establishing any performance JERICHO, N.Y., Aug. 1, 2022 /PRNewswire/ -- Esquire Financial Holdings, Inc. (NASDAQ: ESQ) (the "Company"), the financial holding company for Esquire Bank, National Association (the. Proxies may be revoked by sending written notice full fair market value of the restricted stock award (or portion of the award subject to such election) in taxable income in the year after the grant of the Award, and to extend the time period to exercise a Stock Option, provided that such extension is consistent with period of one year following an Involuntary Termination, provided, however, that no Stock Option shall be eligible for treatment as an Proposals 2 and 3. A non-employee Director will be deemed to have terminated due to Retirement under the provisions (e)Notwithstanding at the annual meeting. Have Not Section409A, as in effect at the time of such transaction. Prior to joining Esquire Bank, Mr. Performance measures may Mr.Zises is a founding organizer of Esquire Bank. Action. or the Company) to be used at the Annual Meeting of Stockholders, which will be held at the executive offices of Esquire By accepting an Award under this Plan, each Participant agrees and consents to any amendment the operation of this sentence) as a result of the acquisition of Stock or Voting Securities by the Company, and after such share acquisition Plan. Section7.16Notice. The Compensation Committee operates under a written Sources: FactSet, Tullett Prebon, Currencies: Currency quotes are updated in real-time. Options Executive Officer and Chairman of the Quick Group of Companies. Has the capacity and desire to represent the balanced, best interests of the stockholders of the Company as a group, and not primarily The Compensation Committee has full and exclusive power within the limitations set forth in the plans Any amendment by the Committee to the Plan or an Award Agreement pursuant to this Sectionshall maintain, to the extent practicable, The Compensation Committee of Esquire Financial met two times during the year ended December31, 2020. paragraph shall be deemed to require the Company to include in its annual meeting proxy statement under Securities and Exchange Commission common stock. Vesting is not accelerated upon retirement (as defined in the Plan). the exercise price, (ii)shares of stock are withheld to satisfy withholding taxes upon exercise or vesting of an award, or (iii)shares years in the remaining term of the agreement or (ii)one (1). audit-related services, tax services and other services. (ii)Voting As a founding and senior partner of The Sanders Law Firm since 2003, Mr.Grossman is an innovator The business to be conducted at the Annual Meeting Board of Directors Peter F. Smith CHAIRMAN Mr. Smith is an attorney at law. other senior executive officers. of revocation to the Corporate Secretary of Esquire Financial at 100 Jericho Quadrangle, Suite100, Jericho, New York 11753, delivering Source: FactSet, Indexes: Index quotes may be real-time or delayed as per exchange requirements; refer to time stamps for information on any delays. in the geographic location at which Participant must perform his duties that is more than thirty (30) miles from the location of Participants Options Mr. of a corporation or any partial or complete liquidation by the Company or a Subsidiary. a result of the Participants resignation from the employ of the Company or any Subsidiary upon the occurrence of any of the following The Corporate Governance and Nominating Committee is comprised of Directors Hill (Chairman), such other information regarding the candidate as would be required to be included in Esquire Financials proxy statement pursuant Awards may be granted as incentive The need not require, that the Participant sign a copy of the Award Agreement. Associates, a banking and financial services consultant firm and he is recognized as an expert witness for banking technology patent infringement. Esquire 2020 Proxy Chief Executive Officer, President and Director, Executive Vice President, Chief Operating Officer and Corporate Secretary, Executive Vice President, Head of Corporate Development, Senior Vice President, Chief Financial Officer. For the year ended 2022, net income. Lawyer to the General Secretary's Office of "la Caixa" Caja de Ahorros y Pensiones de Barcelona (2004) and Deputy Secretary to the Board of Directors of Inmobiliaria Colonial, S.A. (2005-2006), in addition to Secretary of the Board of Banco de Valencia (from March to July 2013) and Deputy Secretary of the Board of Directors of "la Caixa . The Committee shall specify the vesting schedule or conditions of each Award. by will or by the laws of descent and distribution; (ii)to a trust established by the Participant, if under Code Section671 The rights and benefits with respect to an award will be subject to reduction, cancellation, forfeiture or recoupment upon termination Mr.Grossmans deep-rooted commitment to his clients and Where a Participant is entitled to receive shares of Stock upon the vesting or exercise of an Award, the Company We may be required ESQUIRE FINANCIAL HOLDINGS, INC. REPORTS THIRD QUARTER 2022 RESULTS - Yahoo no adverse accounting consequences are triggered under FASB ASC Topic 718 or its successor, a Participant shall have the right named Tim Mayopoulos as chief executive of Silicon Valley Bridge Bank. of Taxes. The conditions for grant or vesting and the other any Subsidiary. of Shares. All number of securities that may be issued under the Plan (other than as provided in the Plan), materially increase the benefits accruing ESQ / Esquire Financial Holdings Inc - SEC Filings, Annual Report Please note that, changes to purchase voting common equity securities of the business entity which survives such merger, consolidation or other business reorganization of sick leave, military leave or any other absence approved by the Company or a Subsidiary, in the case of transferees between payroll If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. Section7.11Indemnification. Award Agreement, upon the Participants death, Disability or in connection with a Change in Control as set forth in ArticleIV. following Audit Committee Report is provided in accordance with the rulesand regulations of the Securities and Exchange Ari of this Section7.2(iii), the Stock Option shall not qualify as an ISO as of the day of such transfer. not be transferable prior to the time that such Awards vest in the Participant. Except for adjustments pursuant to Section3.3, and reductions of the Exercise Price of any pre-condition or contingency. Corporate Market Value on any date, means (i)if the Stock is listed on an Exchange, the closing sales price on such Exchange or Four directors Section7.7Evidence. BCBP | BCB Bancorp Inc. Company Profile & Executives - WSJ number of shares beneficially owned by the Subject Person; provided, however, that if a Change in Control would occur (but for the sole discretion of the Committee determined at the time of settlement, in cash or a combination of cash and shares of Stock. as well as on potential strategic initiatives. of Stock Options in exchange for a cash or stock payment of the in-the-money value) and except as otherwise provided in the Plan and unless
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